Common use of Purchase and Resale of the Securities Clause in Contracts

Purchase and Resale of the Securities. (a) The Company agrees to issue and sell the Securities to the Initial Purchaser as provided in this Agreement, and the Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase from the Company the principal amount of Securities at a price equal to 98.675% of the principal amount (being the issue price of 100% net of an aggregate combined underwriting, management, selling commission and incentive fee of 1.325%), plus accrued interest, if any, from July 31, 2019 to the Closing Date (the “Purchase Price”). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. In addition, the Company agrees to pay a placement fee (the “Placement Fee”) of 0.25% of the aggregate principal amount of the Securities placed by private banks with private banking investors of such private banks. The Placement Fee shall be deducted by the Initial Purchaser from the proceeds of the issue of the Securities on the Closing Date. (b) The Company understands that the Initial Purchaser proposes to make an offering of the Securities on the terms and in the manner set forth herein, all or a portion of the Securities to purchasers at any time after this Agreement has been executed and delivered. The Securities are to be offered and sold through the Initial Purchaser, in reliance on Regulation S under the Securities Act. The Company acknowledges and agrees that the Initial Purchaser may offer and sell Securities to or through any affiliate of the Initial Purchaser and that any such affiliate may offer and sell Securities purchased by it to or through the Initial Purchaser. (c) Closing shall be on a delivery versus payment basis. On the Closing Date, the Company shall issue the Notes and procure the entry in the applicable register of the noteholders of the names of the persons designated by the Initial Purchaser to the holders of the Notes and will deliver to the Initial Purchaser or its order, in such place as the Initial Purchaser may require, the duly executed and authenticated global note representing the aggregate principal amount of the Notes (the “Global Note”). Delivery of the global note to which the Notes relates and completion of the applicable register of noteholders shall constitute the issue and delivery of the Notes. The “Closing Date” shall mean July 31, 2019 or such other date as shall be agreed between the Issuer and the Initial Purchaser. Against such delivery, the Initial Purchaser will pay or cause to be paid to the Issuer the Purchase Price for the Notes. The Initial Purchaser shall be entitled to deduct from the Purchase Price an amount representing the expenses payable by the Company pursuant to Section 11 (Expenses) of this Agreement and the Placement Fee. Such payment shall be made by a depositary (the “Common Depositary”) common to Euroclear Bank SA/NV, as operator of the Euroclear System (“Euroclear”) and Clearstream Banking S.A. (“Clearstream”) on behalf of the Initial Purchaser, in United States dollars in same day settlement funds for value on the Closing Date to such United States dollar account as shall have been notified by the Company to the Initial Purchaser not later than three days prior to the Closing Date, or such other time as shall be agreed between the Company and the Initial Purchaser, evidence of such payment taking the form of a confirmation from the Common Depositary that it has made such payment.

Purchase and Resale of the Securities. (a) The On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to issue and sell the Securities to the Initial Purchaser several Underwriters as provided in this Agreement, and the Initial Purchasereach Underwriter agrees, on the basis of the representationsseverally and not jointly, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase from the Company the respective principal amount of Securities (i) the 2024 Notes set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 98.67599.653% of the principal amount (being the issue price of 100% net of an aggregate combined underwriting, management, selling commission and incentive fee of 1.325%), thereof plus accrued interest, if any, from July 3117, 2019 2020 to the Closing Date Date, and (ii) the “Purchase Price”)2026 Notes set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.460% of the principal amount thereof plus accrued interest, if any, from July 17, 2020 to the Closing Date. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. In addition, the Company agrees to pay a placement fee (the “Placement Fee”) of 0.25% of the aggregate principal amount of the Securities placed by private banks with private banking investors of such private banks. The Placement Fee shall be deducted by the Initial Purchaser from the proceeds of the issue of the Securities on the Closing Date. (b) The Company understands that the Initial Purchaser proposes Underwriters intend to make an a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities for resale on the terms and set forth in the manner set forth herein, all or a portion Time of the Securities to purchasers at any time after this Agreement has been executed and delivered. The Securities are to be offered and sold through the Initial Purchaser, in reliance on Regulation S under the Securities Act. Sale Information. (c) The Company acknowledges and agrees that the Initial Purchaser Underwriters may offer and sell Securities to or through any affiliate of the Initial Purchaser an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through the Initial Purchaserany Underwriter. (cd) Closing shall be on The Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a delivery versus payment basis. On the Closing Datefinancial advisor or a fiduciary to, or an agent of, the Company shall issue the Notes and procure the entry in the applicable register or any other person. Additionally, none of the noteholders Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the names transactions contemplated hereby, and none of the persons designated Representatives nor any other Underwriter shall have any responsibility or liability to the Company with respect thereto. Any review by the Initial Purchaser to the holders Representatives or any Underwriter of the Notes Company and the transactions contemplated hereby, or other matters relating to such transactions, will deliver to be performed solely for the Initial Purchaser benefit of the Representatives or its ordersuch Underwriter, in such place as the Initial Purchaser case may requirebe, the duly executed and authenticated global note representing the aggregate principal amount of the Notes (the “Global Note”). Delivery of the global note to which the Notes relates and completion of the applicable register of noteholders shall constitute the issue and delivery of the Notes. The “Closing Date” shall mean July 31, 2019 or such other date as shall not be agreed between the Issuer and the Initial Purchaser. Against such delivery, the Initial Purchaser will pay or cause to be paid to the Issuer the Purchase Price for the Notes. The Initial Purchaser shall be entitled to deduct from the Purchase Price an amount representing the expenses payable by the Company pursuant to Section 11 (Expenses) of this Agreement and the Placement Fee. Such payment shall be made by a depositary (the “Common Depositary”) common to Euroclear Bank SA/NV, as operator of the Euroclear System (“Euroclear”) and Clearstream Banking S.A. (“Clearstream”) on behalf of the Initial Purchaser, in United States dollars in same day settlement funds for value on the Closing Date to such United States dollar account as shall have been notified by the Company to the Initial Purchaser not later than three days prior to the Closing Date, or such any other time as shall be agreed between the Company and the Initial Purchaser, evidence of such payment taking the form of a confirmation from the Common Depositary that it has made such paymentperson.

Purchase and Resale of the Securities. (a) The On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to issue and sell the Securities to the Initial Purchaser several Underwriters as provided in this Agreement, and the Initial Purchasereach Underwriter agrees, on the basis of the representationsseverally and not jointly, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase from the Company the respective principal amount of Securities (i) the 2023 Notes set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 98.67599.736% of the principal amount (being the issue price of 100% net of an aggregate combined underwriting, management, selling commission and incentive fee of 1.325%), thereof plus accrued interest, if any, from July 31April 9, 2019 2020 to the Closing Date Date, and (ii) the “Purchase Price”)2024 Notes set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.467% of the principal amount thereof plus accrued interest, if any, from April 9, 2020 to the Closing Date. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. In addition, the Company agrees to pay a placement fee (the “Placement Fee”) of 0.25% of the aggregate principal amount of the Securities placed by private banks with private banking investors of such private banks. The Placement Fee shall be deducted by the Initial Purchaser from the proceeds of the issue of the Securities on the Closing Date. (b) The Company understands that the Initial Purchaser proposes Underwriters intend to make an a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities for resale on the terms and set forth in the manner set forth herein, all or a portion Time of the Securities to purchasers at any time after this Agreement has been executed and delivered. The Securities are to be offered and sold through the Initial Purchaser, in reliance on Regulation S under the Securities Act. Sale Information. (c) The Company acknowledges and agrees that the Initial Purchaser Underwriters may offer and sell Securities to or through any affiliate of the Initial Purchaser an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through the Initial Purchaserany Underwriter. (cd) Closing shall be on The Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a delivery versus payment basis. On the Closing Datefinancial advisor or a fiduciary to, or an agent of, the Company shall issue the Notes and procure the entry in the applicable register or any other person. Additionally, none of the noteholders Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the names transactions contemplated hereby, and none of the persons designated Representatives nor any other Underwriter shall have any responsibility or liability to the Company with respect thereto. Any review by the Initial Purchaser to the holders Representatives or any Underwriter of the Notes Company and the transactions contemplated hereby, or other matters relating to such transactions, will deliver to be performed solely for the Initial Purchaser benefit of the Representatives or its ordersuch Underwriter, in such place as the Initial Purchaser case may requirebe, the duly executed and authenticated global note representing the aggregate principal amount of the Notes (the “Global Note”). Delivery of the global note to which the Notes relates and completion of the applicable register of noteholders shall constitute the issue and delivery of the Notes. The “Closing Date” shall mean July 31, 2019 or such other date as shall not be agreed between the Issuer and the Initial Purchaser. Against such delivery, the Initial Purchaser will pay or cause to be paid to the Issuer the Purchase Price for the Notes. The Initial Purchaser shall be entitled to deduct from the Purchase Price an amount representing the expenses payable by the Company pursuant to Section 11 (Expenses) of this Agreement and the Placement Fee. Such payment shall be made by a depositary (the “Common Depositary”) common to Euroclear Bank SA/NV, as operator of the Euroclear System (“Euroclear”) and Clearstream Banking S.A. (“Clearstream”) on behalf of the Initial Purchaser, in United States dollars in same day settlement funds for value on the Closing Date to such United States dollar account as shall have been notified by the Company to the Initial Purchaser not later than three days prior to the Closing Date, or such any other time as shall be agreed between the Company and the Initial Purchaser, evidence of such payment taking the form of a confirmation from the Common Depositary that it has made such paymentperson.

Purchase and Resale of the Securities. (a) The On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to issue and sell the Securities to the Initial Purchaser several Underwriters as provided in this Agreement, and the Initial Purchasereach Underwriter agrees, on the basis of the representationsseverally and not jointly, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase from the Company the respective principal amount of Securities (i) the 2024 Notes set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 98.675100.352% of the principal amount thereof plus accrued interest from March 21, 2023 (being the issue issuance date of the Existing 2024 Notes) to the Closing Date, and (ii) the 2028 Notes set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.537% of 100% net of an aggregate combined underwriting, management, selling commission and incentive fee of 1.325%), the principal amount thereof plus accrued interest, if any, from July 31June 14, 2019 2023 to the Closing Date (the “Purchase Price”)Date. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. In addition, the Company agrees to pay a placement fee (the “Placement Fee”) of 0.25% of the aggregate principal amount of the Securities placed by private banks with private banking investors of such private banks. The Placement Fee shall be deducted by the Initial Purchaser from the proceeds of the issue of the Securities on the Closing Date. (b) The Company understands that the Initial Purchaser proposes Underwriters intend to make an a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities for resale on the terms and set forth in the manner set forth herein, all or a portion Time of the Securities to purchasers at any time after this Agreement has been executed and delivered. The Securities are to be offered and sold through the Initial Purchaser, in reliance on Regulation S under the Securities Act. Sale Information. (c) The Company acknowledges and agrees that the Initial Purchaser Underwriters may offer and sell Securities to or through any affiliate of the Initial Purchaser an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through the Initial Purchaserany Underwriter. (cd) Closing shall be on The Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a delivery versus payment basis. On the Closing Datefinancial advisor or a fiduciary to, or an agent of, the Company shall issue the Notes and procure the entry in the applicable register or any other person. Additionally, none of the noteholders Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the names transactions contemplated hereby, and none of the persons designated Representatives nor any other Underwriter shall have any responsibility or liability to the Company with respect thereto. Any review by the Initial Purchaser to the holders Representatives or any Underwriter of the Notes Company and the transactions contemplated hereby, or other matters relating to such transactions, will deliver to be performed solely for the Initial Purchaser benefit of the Representatives or its ordersuch Underwriter, in such place as the Initial Purchaser case may requirebe, the duly executed and authenticated global note representing the aggregate principal amount of the Notes (the “Global Note”). Delivery of the global note to which the Notes relates and completion of the applicable register of noteholders shall constitute the issue and delivery of the Notes. The “Closing Date” shall mean July 31, 2019 or such other date as shall not be agreed between the Issuer and the Initial Purchaser. Against such delivery, the Initial Purchaser will pay or cause to be paid to the Issuer the Purchase Price for the Notes. The Initial Purchaser shall be entitled to deduct from the Purchase Price an amount representing the expenses payable by the Company pursuant to Section 11 (Expenses) of this Agreement and the Placement Fee. Such payment shall be made by a depositary (the “Common Depositary”) common to Euroclear Bank SA/NV, as operator of the Euroclear System (“Euroclear”) and Clearstream Banking S.A. (“Clearstream”) on behalf of the Initial Purchaser, in United States dollars in same day settlement funds for value on the Closing Date to such United States dollar account as shall have been notified by the Company to the Initial Purchaser not later than three days prior to the Closing Date, or such any other time as shall be agreed between the Company and the Initial Purchaser, evidence of such payment taking the form of a confirmation from the Common Depositary that it has made such paymentperson.

Purchase and Resale of the Securities. (a) The Company agrees to issue and sell the Securities to the Initial Purchaser several Underwriters as provided in this Agreement, and the Initial Purchasereach Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 98.67599.066% of the principal amount (being the issue price of 100% net of an aggregate combined underwriting, management, selling commission and incentive fee of 1.325%), thereof plus accrued interest, if any, from July 31May 24, 2019 2012 to the Closing Date (the “Purchase Price”as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. In addition, the Company agrees to pay a placement fee (the “Placement Fee”) of 0.25% of the aggregate principal amount of the Securities placed by private banks with private banking investors of such private banks. The Placement Fee shall be deducted by the Initial Purchaser from the proceeds of the issue of the Securities on the Closing Date. (b) The Company understands and the Guarantors acknowledge and agree that the Initial Purchaser proposes to make an offering of the Securities on the terms and in the manner set forth herein, all or a portion of the Securities to purchasers at any time after this Agreement has been executed and delivered. The Securities are to be offered and sold through the Initial Purchaser, in reliance on Regulation S under the Securities Act. The Company acknowledges and agrees that the Initial Purchaser Underwriters may offer and sell Securities to or through any affiliate of the Initial Purchaser an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through the Initial Purchaserany Underwriter (a “Participating Affiliate”). (c) Closing The Company and the Guarantors acknowledge and agree that the Underwriters are acting solely in the capacity of arm’s length contractual counterparties to the Company and the Guarantors with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or agents of, the Company, the Guarantors or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors shall consult with their own advisors concerning such matters and shall be on a delivery versus payment basisresponsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor any other Underwriter shall have any responsibility or liability to the Company or the Guarantors with respect thereto. On Any review by the Closing DateRepresentatives or any Underwriter of the Company, the Company shall issue Guarantors, and the Notes and procure transactions contemplated hereby or other matters relating to such transactions will be performed solely for the entry in the applicable register benefit of the noteholders of the names of the persons designated by the Initial Purchaser to the holders of the Notes and will deliver to the Initial Purchaser Representatives or its ordersuch Underwriter, in such place as the Initial Purchaser case may requirebe, the duly executed and authenticated global note representing the aggregate principal amount of the Notes (the “Global Note”). Delivery of the global note to which the Notes relates and completion of the applicable register of noteholders shall constitute the issue and delivery of the Notes. The “Closing Date” shall mean July 31, 2019 or such other date as shall not be agreed between the Issuer and the Initial Purchaser. Against such delivery, the Initial Purchaser will pay or cause to be paid to the Issuer the Purchase Price for the Notes. The Initial Purchaser shall be entitled to deduct from the Purchase Price an amount representing the expenses payable by the Company pursuant to Section 11 (Expenses) of this Agreement and the Placement Fee. Such payment shall be made by a depositary (the “Common Depositary”) common to Euroclear Bank SA/NV, as operator of the Euroclear System (“Euroclear”) and Clearstream Banking S.A. (“Clearstream”) on behalf of the Initial PurchaserCompany, in United States dollars in same day settlement funds for value on the Closing Date to such United States dollar account as shall have been notified by the Company to the Initial Purchaser not later than three days prior to the Closing Date, Guarantors or such any other time as shall be agreed between the Company and the Initial Purchaser, evidence of such payment taking the form of a confirmation from the Common Depositary that it has made such paymentperson.

Purchase and Resale of the Securities. (a) The Company agrees to issue and sell the Securities to the Initial Purchaser as provided in this Agreement, and the Initial Purchaser, on On the basis of the representations, warranties and agreements set forth herein contained herein, and subject to the terms and conditions set forth herein, the Company agrees to issue and sell to each of the Initial Purchasers, severally and not jointly, and each of the Initial Purchasers, severally and not jointly, agrees to purchase from the Company Company, the principal amount of Securities set forth opposite the name of such Initial Purchaser on Schedule 4 hereto at a purchase price equal to 98.67598.00% of the principal amount (being the issue price of 100% net of an aggregate combined underwriting, management, selling commission and incentive fee of 1.325%), plus accrued interest, if any, from July 31, 2019 to the Closing Date (the “Purchase Price”)thereof. The Company will shall not be obligated to deliver any of the Securities except upon payment for all of the Securities to be purchased as provided herein. In addition, the Company agrees to pay a placement fee (the “Placement Fee”) of 0.25% of the aggregate principal amount of the Securities placed by private banks with private banking investors of such private banks. The Placement Fee shall be deducted by the Initial Purchaser from the proceeds of the issue of the Securities on the Closing Date. (b) The Company understands that the Initial Purchaser proposes to make an offering of the Securities on the terms and in the manner set forth herein, all or a portion of the Securities to purchasers at any time after this Agreement has been executed and delivered. The Securities are to be offered and sold through the Initial Purchaser, in reliance on Regulation S under the Securities Act. The Company acknowledges and agrees that the Initial Purchasers are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities and the shares of Common Stock issuable upon conversion thereof contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, no Initial Purchaser is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Initial Purchasers shall have no responsibility or liability to the Company with respect thereto. Any review by the Initial Purchasers of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Initial Purchasers and shall not be on behalf of the Company; notwithstanding the foregoing, each Initial Purchaser acknowledges solely for the purposes of compliance with Regulation FD that it is and has been acting as a person who owes a duty of trust or confidence to the Company as described in Rule 100(b)(2)(i) of Regulation FD promulgated under the Securities Act. (c) The Initial Purchasers have advised the Company that they propose to offer the Securities for resale upon the terms and subject to the conditions set forth herein and in the Offering Memorandum. Each Initial Purchaser, severally and not jointly, represents, warrants to and agrees with the Company that (i) it is purchasing the Securities pursuant to an exemption from registration under the Securities Act, (ii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D under the Securities Act (“Regulation D”) and (iii) it has solicited and will solicit offers for the Securities only from, and has offered or sold and will offer, sell or deliver the Securities, as part of their initial offering, only to persons whom it reasonably believes to be qualified institutional buyers (“Qualified Institutional Buyers”), as defined in Rule 144A under the Securities Act (“Rule 144A”), or if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to it that each such account is a Qualified Institutional Buyer to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A. (d) Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that (1) it has not offered or sold and prior to the date six months after the Closing Date will not offer or sell any Securities to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the United Kingdom Public Offers of Securities Regulations 1995 (as amended), (2) (i) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business and (ii) it has not offered or sold and will not offer or sell the Securities other than to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or as agent) for the purposes of their businesses or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses where the issue of the Securities would otherwise constitute a contravention of Section 19 of the United Kingdom Financial Services and Markets Axx 0000 (the “FSMA”)) by the Company; (3) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Company or the Guarantors; and (4) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom. (e) Each Initial Purchaser, severally and not jointly, agrees that, prior to or simultaneously with the confirmation of sale by such Initial Purchaser to any purchaser of any of the Securities purchased by such Initial Purchaser from the Company pursuant hereto, such Initial Purchaser shall furnish to that purchaser a copy of the Offering Memorandum (and any amendment or supplement thereto that the Company shall have furnished to such Initial Purchaser prior to the date of such confirmation of sale where required by applicable law). In addition to the foregoing, each Initial Purchaser acknowledges and agrees that the Company and, for purposes of the opinions to be delivered to the Initial Purchasers pursuant to Section 5(d), (e) and (g), counsel for the Company and for the Initial Purchasers, respectively, may offer rely upon the accuracy of the representations and warranties of the Initial Purchasers and their compliance with their agreements contained in this Section 2, and each Initial Purchaser hereby consents to such reliance. (f) The Company acknowledges and agrees that the Initial Purchasers may sell Securities to or through any affiliate of the an Initial Purchaser and that any such affiliate may offer and sell Securities purchased by it to or through the an Initial Purchaser. (c) Closing shall be on a delivery versus payment basis. On the Closing Date, the Company shall issue the Notes and procure the entry in the applicable register of the noteholders of the names of the persons designated by the Initial Purchaser to the holders of the Notes and will deliver to the Initial Purchaser or its order, in such place as the Initial Purchaser may require, the duly executed and authenticated global note representing the aggregate principal amount of the Notes (the “Global Note”). Delivery of the global note to which the Notes relates and completion of the applicable register of noteholders shall constitute the issue and delivery of the Notes. The “Closing Date” shall mean July 31, 2019 or such other date as shall be agreed between the Issuer and the Initial Purchaser. Against such delivery, the Initial Purchaser will pay or cause to be paid to the Issuer the Purchase Price for the Notes. The Initial Purchaser shall be entitled to deduct from the Purchase Price an amount representing the expenses payable by the Company pursuant to Section 11 (Expenses) of this Agreement and the Placement Fee. Such payment shall be made by a depositary (the “Common Depositary”) common to Euroclear Bank SA/NV, as operator of the Euroclear System (“Euroclear”) and Clearstream Banking S.A. (“Clearstream”) on behalf of the Initial Purchaser, in United States dollars in same day settlement funds for value on the Closing Date to such United States dollar account as shall have been notified by the Company to the Initial Purchaser not later than three days prior to the Closing Date, or such other time as shall be agreed between the Company and the Initial Purchaser, evidence of such payment taking the form of a confirmation from the Common Depositary that it has made such payment.

Purchase and Resale of the Securities. (a) The On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to issue and sell the Securities to the Initial Purchaser several Underwriters as provided in this Agreement, and the Initial Purchasereach Underwriter agrees, on the basis of the representationsseverally and not jointly, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase from the Company the respective principal amount of Securities (i) the 2024 Notes set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 98.67599.834% of the principal amount (being the issue price of 100% net of an aggregate combined underwriting, management, selling commission and incentive fee of 1.325%), thereof plus accrued interest, if any, from July 31March 21, 2019 2023 to the Closing Date Date, and (ii) the “Purchase Price”)2026 Notes set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.747% of the principal amount thereof plus accrued interest, if any, from March 21, 2023 to the Closing Date. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. In addition, the Company agrees to pay a placement fee (the “Placement Fee”) of 0.25% of the aggregate principal amount of the Securities placed by private banks with private banking investors of such private banks. The Placement Fee shall be deducted by the Initial Purchaser from the proceeds of the issue of the Securities on the Closing Date. (b) The Company understands that the Initial Purchaser proposes Underwriters intend to make an a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities for resale on the terms and set forth in the manner set forth herein, all or a portion Time of the Securities to purchasers at any time after this Agreement has been executed and delivered. The Securities are to be offered and sold through the Initial Purchaser, in reliance on Regulation S under the Securities Act. Sale Information. (c) The Company acknowledges and agrees that the Initial Purchaser Underwriters may offer and sell Securities to or through any affiliate of the Initial Purchaser an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through the Initial Purchaserany Underwriter. (cd) Closing shall be on The Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a delivery versus payment basis. On the Closing Datefinancial advisor or a fiduciary to, or an agent of, the Company shall issue the Notes and procure the entry in the applicable register or any other person. Additionally, none of the noteholders Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the names transactions contemplated hereby, and none of the persons designated Representatives nor any other Underwriter shall have any responsibility or liability to the Company with respect thereto. Any review by the Initial Purchaser to the holders Representatives or any Underwriter of the Notes Company and the transactions contemplated hereby, or other matters relating to such transactions, will deliver to be performed solely for the Initial Purchaser benefit of the Representatives or its ordersuch Underwriter, in such place as the Initial Purchaser case may requirebe, the duly executed and authenticated global note representing the aggregate principal amount of the Notes (the “Global Note”). Delivery of the global note to which the Notes relates and completion of the applicable register of noteholders shall constitute the issue and delivery of the Notes. The “Closing Date” shall mean July 31, 2019 or such other date as shall not be agreed between the Issuer and the Initial Purchaser. Against such delivery, the Initial Purchaser will pay or cause to be paid to the Issuer the Purchase Price for the Notes. The Initial Purchaser shall be entitled to deduct from the Purchase Price an amount representing the expenses payable by the Company pursuant to Section 11 (Expenses) of this Agreement and the Placement Fee. Such payment shall be made by a depositary (the “Common Depositary”) common to Euroclear Bank SA/NV, as operator of the Euroclear System (“Euroclear”) and Clearstream Banking S.A. (“Clearstream”) on behalf of the Initial Purchaser, in United States dollars in same day settlement funds for value on the Closing Date to such United States dollar account as shall have been notified by the Company to the Initial Purchaser not later than three days prior to the Closing Date, or such any other time as shall be agreed between the Company and the Initial Purchaser, evidence of such payment taking the form of a confirmation from the Common Depositary that it has made such paymentperson.